Constitution and By-Laws of
the Missouri Angus Association

Article IThis Association shall be known, as the “Missouri Angus Association” The location of the Association shall be at the place designated by the Board of Directors.

Article IIThe object of this Association shall be to encourage and extend the influence of Angus cattle, to promote the interest of its membership by creating higher standards of Angus cattle raised and produced and to promote closer relations by the membership and to stimulate greater activity among them.

Article IIIThere shall be two classes of membership: Regular and Associate. Regular Members must reside or be currently engaged in the production of Angus in the State of Missouri.

Any person owning Angus cattle may become a member of the Association by sending their name and address together with the annual membership fee to the General Manager of the Association. Regular members shall be entitled to one vote per membership on any matter submitted to a vote of the membership. Voting by mail or proxy will not be permitted. Any other person or entity may join the Association as an Associate member. An Associate member will receive all benefits as Regular members, however would not have voting privileges or be allowed to serve on the Missouri Angus Association Board of Directors.

Article IV
A board of 15 members elected by ballot at the Annual Meeting or otherwise qualified by these By-laws shall govern the Association. The Board shall meet at least quarterly; manage the property, affairs, and business of the Association. The Board shall have the power to establish rules, regulations and procedures for the conduct of the affairs of the Association consistent with the provisions of these By-Laws. The Board shall also have the power to employ such personnel and to assign to them duties, as they deem necessary for the conduct of the Association affairs.

The Board shall consist of President, President- Elect, Vice-President, Secretary, Treasurer, and Past- President, plus 9 directors, one from each district. (District boundaries attached as Appendix A.) Also any Missouri Angus Association Member who serves on the National Angus Board, or is an officer of the National Angus Board shall serve as a non-voting member. Only Regular members will be eligible for election to the board. All officers and Board members shall be entitled to a vote at all board meetings. Three Directors shall be elected annually for a term of three years for a maximum of two full terms. In addition directors will be elected to fill unexpired terms on the board as needed.

If any board member or officer who is physically able fails to attend two-thirds of the regularly scheduled board meetings in any year (year defined as March 1 to February 28) or otherwise fails to perform the duties for which they are elected, the board may, after notification of that person, remove them from office and declare a vacancy. If a vacancy develops in the board because of death, resignation or action taken in accordance with the preceding case, it may be filled by interim appointment by the board until the next annual meeting and election.

Article V
The President shall select an Executive Committee to act upon all emergency matters or upon any other questions referred to them. The Executive Committee shall consist of the President, President-Elect, Vice- President, and two additional Board Members appointed by the President. The nominating committee shall consist of the three most immediate Past Presidents of the Association and two members of the Association selected by the President. The nominating committee shall present a slate of officer and director candidates to the membership at the annual meeting. The president may appoint standing or special committees deemed necessary for the transaction of the business of the Association. All committee appointments, as well as the decisions made by them, are subject to ratification by the Board.

A majority of the Board Members must be present to constitute a quorum. A majority vote of the board or a majority vote of a quorum of the board shall constitute a legal action. Committees are subject to the same rules.

Article VI
All officers and board members shall be accessible to Association members and should attend and promote as many events sponsored by the Association and Association members as possible. Each officer and director should work toward and promote an annual meeting of their district members.

The President shall preside at all meetings of the Board and Executive Committee. The President shall fill by appointment with the approval of the board all temporary vacancies in the office and all committees not otherwise provided for and perform any other duties pertaining to the office of President.

The President-Elect shall preside in the absence of the President and perform all duties pertaining to the office. The President-Elect will also be in charge of coordinating the Breeder of the Year program including collecting and tabulating the applications. The Vice-President shall preside in the absence of the President and President-Elect and perform all duties pertaining to the office.

The Secretary shall record all proceedings of the Association, conduct correspondence with the Board and perform such duties as pertain to the office of Secretary.

The Treasurer shall keep an account of all receipts and expenses and be custodian of the cash funds and securities of the Association and shall deposit, invest or otherwise dispose of the same as the Board may order. The Treasurer shall execute to the Association a bond in such sum as the Board of Directors may require.

Article VII
The annual meeting of the members of this Association shall be held once each calendar year at a place designated by the Board. Notice to the membership by mail prior to the meeting shall constitute sufficient prior notice.

The order of Business at such Annual Meeting shall be: Call to Order President’s Address Reading and Approval of minutes of last annual meeting Reading and Approval of Treasurer’s report Reports of committees as necessary Election of Officers and Directors Unfinished Business New Business Adjournment The President may call a meeting of the full board at any time deemed advisable. Likewise, a majority of the board may call a meeting of the full board. Special meetings of the membership for conducting Association business may only be called by consent of the Board.

Article X
The By-Laws of the Association may be amended by a majority vote of the members present at the Annual Meeting of members or any adjournment thereof, or any special meeting called for such purpose provided that the subject matter shall have been submitted in writing to the members at least thirty days prior to the date of the meeting. The By-Laws may, however, be amended without prior notice to the members by a vote of three-fourths of the members present at any annual meeting of the members.

Amendments of these By-Laws shall go into effect at the adjournment of the meeting at which they were adopted.